SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report(Date of earliest event reported):January 19, 1996
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Thermo Electron Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-8002 04-2209186
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(Commission File Number) (IRS Employer Identification No.)
81 Wyman Street, Waltham, MA 02254
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617-622-1000
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Item 5. Other Events.
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On January 19, 1996, the Board of Directors of Thermo
Electron Corporation (the "Company") declared a dividend
distribution of one Right for each outstanding share of the
Company's Common Stock to stockholders of record at the close of
business on January 29, 1996. Each Right entitles the registered
holder to purchase from the Company a unit consisting of one
ten-thousandth of a share (a "Unit") of Series B Junior
Participating Preferred Stock, $100 par value (the "Preferred
Stock") at a Purchase Price of $250.00 in cash per Unit, subject
to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the
Company and The First National Bank of Boston as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. The Rights
will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition
Date"), or (ii) 10 business days following the commencement of a
tender offer or exchange offer that would result in a person or
group beneficially owning 15% or more of such outstanding shares
of Common Stock. Until the Distribution Date, (i) the Rights
will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates issued after January 29, 1996
will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on January 29, 2006,
unless earlier redeemed or exchanged by the Company as described
below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date and,
thereafter, the separate Rights Certificates alone will represent
the Rights. Except as otherwise determined by the Board of
Directors and except in connection with shares of Common Stock
issued upon the exercise of employee stock options, issuances
under other employee stock benefit plans or the conversion of
convertible securities issued hereafter, only shares of Common
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Stock issued prior to the Distribution Date will be issued with
Rights.
In the event that a Person becomes the beneficial owner of
15% or more of the then outstanding shares of Common Stock,
except pursuant to an offer for all outstanding shares of Common
Stock which the independent directors determine to be fair to,
and otherwise in the best interests of, stockholders, each holder
of a Right will thereafter have the right to receive, upon
exercise, that number of shares of Common Stock (or, in certain
circumstances, cash, property or other securities of the Company)
which equals the exercise price of the Right divided by one-half
of the current market price (as defined in the Rights Agreement)
of the Common Stock at the date of the occurrence of the event.
However, Rights are not exercisable following the event set forth
above until such time as the Rights are no longer redeemable by
the Company as set forth below. Notwithstanding any of the
foregoing, following the occurrence of such event, all Rights
that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will
be null and void. The event set forth in this paragraph are
referred to as "Section 11(a)(ii) Event."
For example, at an exercise price of $250.00 per Right, each
Right not owned by an Acquiring Person (or by certain related
parties) following an event set forth in the preceding paragraph
would entitle its holder to purchase for $250.00 such number of
shares of Common Stock (or other consideration, as noted above)
as equals $250.00 divided by one-half of the current market price
(as defined in the Rights Agreement) of the Common Stock.
Assuming that the Common Stock had a per share value of $50.00 at
such time, the holder of each valid Right would be entitled to
purchase ten shares of Common Stock for $250.00.
In the event that, at any time after any person has become
an Acquiring Person, (i) the Company is acquired in a merger or
other business combination transaction in which the Company is
not the surviving corporation or its Common Stock is changed or
exchanged (other than a merger which follows an offer determined
by the independent directors to be fair as described in the first
sentence of the second preceding paragraph), or (ii) 50% or more
of the Company's assets or earning power is sold or transferred,
each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to
receive, upon exercise, that number of shares of common stock of
the acquiring company which equals the exercise price of the
Right divided by one-half of the current market price of such
common stock at the date of the occurrence of the event.
For example, at an exercise price of $250.00 per Right, each
Right following an event set forth in the preceding paragraph
would entitle its holder to purchase for $250.00 such number of
shares of common stock of the acquiring company as equals $250.00
divided by one-half of the current market price (as defined in
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the Rights Agreement) of such common stock. Assuming that such
common stock had a per share value of $100.00 at such time, the
holder of each valid Right would be entitled to purchase five
shares of common stock of the acquiring company for $250.00.
At any time after the occurrence of a Section 11(a)(ii)
Event, and subject to the concurrence of a majority of the
Continuing Directors (as defined in the Rights Agreement), the
Board of Directors of the Company may exchange the Rights (other
than Rights owned by such Acquiring Person which have become
void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one ten-thousandth of a share of Preferred Stock
(or of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges), per
Right (subject to adjustment).
The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are
granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market
price of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to
above).
The number of Rights associated with each share of Common
Stock is also subject to adjustment in the event of a stock split
of the Common Stock or a stock dividend on the Common
Stock payable in Common Stock or subdivisions, consolidations or
combinations of Common Stock occurring, in any such case, prior
to the Distribution Date.
Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be
entitled to a minimum preferential quarterly dividend payment of
$100 per share and will be entitled to an aggregate dividend of
10,000 times the dividend declared per share of Common Stock. In
the event of liquidation, the holders of the Preferred Stock will
be entitled to a minimum preferential liquidating payment of $100
per share and will be entitled to an aggregate payment of 10,000
times the payment made per share of Common Stock. Each share of
Preferred Stock will have 10,000 votes, voting together with the
Common Stock. Finally, in the event of any merger, consolidation
or other transaction in which Common Stock is changed or
exchanged, each share of Preferred Stock will be entitled to
receive 10,000 times the amount received per share of Common
Stock. These rights are protected by customary antidilution
provisions.
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Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of one ten-thousandth of
a share of Preferred Stock purchasable upon exercise of each
Right should approximate the value of one share of Common Stock.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least
1% of the Purchase Price. No fractional Units will be issued
and, in lieu thereof, an adjustment in cash will be made based on
the market price of the Preferred Stock on the last trading date
prior to the date of exercise.
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (payable in cash or stock).
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the $.01
redemption price. The Rights may also be redeemable following
certain other circumstances specified in the Rights Agreement.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the
acquiring company as set forth above.
Prior to the Distribution Date, the terms of the Rights are
subject to amendment by the Board of Directors without the
consent of the holders of the Rights, except that the redemption
price of the Rights is not subject to amendment. After the
Distribution Date, only limited terms of the Rights are subject
to amendment by the Board.
As of December 31, 1995, there were 87,851,741 shares of
Common Stock outstanding, and there were 35,941,622 shares of
Common Stock reserved for issuance upon exercise of outstanding
options issued pursuant to various employee benefit plans and
upon the conversion or exchange of outstanding convertible or
exchangeable securities. Each outstanding share of Common Stock
on January 29, 1996 will receive one Right. As long as the
Rights are attached to the Common Stock, one additional Right (as
such number may be adjusted pursuant to the provisions of the
Rights Agreement) shall be deemed to be delivered for each share
of Common Stock issued or delivered by the Company in the future.
In addition, following the Distribution Date and prior to the
expiration or redemption of the Rights, the Company shall issue
stock upon the exercise, conversion or exchange of securities
issued on or before the Distribution Date that are exercisable or
exchangeable for, or convertible into, Common Stock, and may
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otherwise issue Rights when it issues Common Stock only if the
Board of Directors deems it to be necessary or appropriate for
tax purposes. Forty Thousand shares of Preferred Stock are
initially reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer on
a substantial number of Rights being acquired. The Rights,
however, should not affect any prospective offeror willing to
make an offer at a fair price and otherwise in the best interests
of the Company and its stockholders, as determined by a majority
of unaffiliated Directors, or willing to negotiate with the Board
of Directors. The Rights should not interfere with any merger or
other business combination approved by the Board of Directors of
the Company since the Board of Directors may, at its option, at
any time prior to the close of business on the earlier of (i) the
tenth day following the Stock Acquisition Date or (ii) January
29, 1996, and in certain other circumstances, redeem all but not
less than all of the then outstanding Rights at the Redemption
Price. It should be noted, however, that the Company's
Certificate of Incorporation, as amended, contains certain
provisions, including a classified board of directors and the
prohibition of written actions of stockholders, which may also
have certain anti-takeover effects.
In conjunction with the declaration of this dividend, the
Board of Directors of the Company redeemed the rights issued
pursuant to the Company's May 4, 1988 Rights Agreement effective
as of January 29, 1996. The redemption price for these
previously issued rights was $.02 per right and, prior to the
redemption, certificates representing each share of the Company's
Common Stock also represented 4/9ths of a previously issued
right.
The Form of Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes
as Exhibit A the Form of Certificate of Designations, as
Exhibit B the Form of Rights Certificate, and as Exhibit C the
Summary of Rights to Purchase Preferred Stock, is filed as
Exhibit 4.1 hereto and is incorporated herein by reference. The
foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such
Exhibits.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit No. Exhibit
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4.1 Rights Agreement, dated as of
January 19, 1996, between
Thermo El ectron Corporation
and The First National Bank of
Boston, as Rights Agent, which
includes as Exhibit A the Form
of Certificate of
Designations, as Exhibit B the
Form of Rights Certificate,
and as Exhibit C the Summary
of Rights to Purchase
Preferred Stock.
99.1 Press Release, dated
January 19, 1996, announcing
adoption of the Stockholder
Rights Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: January 25, 1996 Thermo Electron Corporation
/s/George N. Hatsopoulos
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By: George N. Hatsopoulos
Title: Chairman and President
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EXHIBIT INDEX
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Exhibit No. Description Page
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4.1 Rights Agreement, dated as
of January 19, 1996, between
Thermo Electron Corporation
and The First National Bank
of Boston, as Rights Agent,
which includes as Exhibit A
the Form of Certificate of
Designations, as Exhibit B
the Form of Rights Certificate,
and as Exhibit C the Summary
of Rights to Purchase Preferred
Stock.
99.1 Press Release, dated January
19, 1996, announcing adoption